Fusion Stock definition
Examples of Fusion Stock in a sentence
The number of shares of Fusion Stock shall be calculated and paid based upon the average closing price of the shares of Fusion Stock for fifteen (15) trading days immediately preceding the date of Closing.
In addition, Member has been advised that at any time prior to Closing, Member shall have the opportunity to ask questions of and receive answers from Fusion's officers and directors necessary to evaluate Fusion and the issuance of the Fusion Stock hereunder, and to receive such additional information as Member may request for such purposes as Fusion can obtain without unreasonable effort or expense.
Such shares constitute all of the Fusion Stock owned, beneficially or of record, by the undersigned.
Subject to the provisions of this Agreement, the Company agrees to acquire from the Fusion Shareholders, and the Fusion Shareholders agree to transfer to the Company, all of their Fusion Stock for the consideration specified below.
Member understands that the Fusion Stock has not been registered under the Securities Act, and may not be sold, assigned, pledged, transferred or otherwise disposed of unless the Fusion Stock is registered under the Securities Act or an exemption from registration, including under Rule 144, is available.
If at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Company with full title to the Fusion Stock or the Fusion Shareholders with full title to the Consideration Shares, the parties and their proper officers and directors and the Fusion Shareholders shall take all such necessary action.
Each Fusion Shareholder owns and holds good and valid title to the Fusion Stock transferred by him or her to the Company, free and clear of any liens, security interests, restrictions, options or encumbrances.
For a more complete discussion of the treatment of Digital Fusion options and other stock-based awards, see ‘‘The Merger Agreement and Related Agreements—Treatment of Digital Fusion Stock Options’’ beginning on page 81 and ‘‘The Merger Agreement and Related Agreements—Treatment of Digital Fusion Warrants’’ beginning on page 82.
The number of shares of Fusion Stock shall be calculated and paid based upon the average closing price of the shares of Fusion Stock for fifteen (15) trading days immediately preceding the date the last condition precedent to be satisfied under Section 8.1 has been satisfied or waived.
The Boards of Directors of IMR, the Company and Fusion, and the Fusion Shareholders deem it advisable and in their best interests to consummate, and have approved, the business combination transaction provided for in this Agreement, pursuant to which the Company will acquire 100% of the outstanding capital stock of Fusion from the Fusion Shareholders, and the Fusion Shareholders will transfer to the Company all of their Fusion Stock in return for shares of IMR Common Stock (the "Acquisition").